UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 6, 2012
(Date of earliest event reported)
THE STANDARD REGISTER COMPANY
(Exact name of Registrant as specified in its Charter)
Ohio (State or other jurisdiction of incorporation) | 1-1097 (Commission File No.) | 31-0455440 (IRS Employer Identification Number) |
600 Albany Street, Dayton, Ohio | 45417 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (937) 221-1000
N/A
(Former name or former address, if changed since last report)
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On April 3, 2012 the Company received notice from the New York Stock Exchange (“NYSE”) that the Company was not in compliance with the NYSE’s continuing listing standard in Section 802.01B(l) of the NYSE Listed Company Manual which requires listed companies to maintain market capitalization in excess of $50 million.
On April 6, 2012 the Company issued a press release disclosing its receipt of the NYSE notice and its intended response. The press release is filed as Exhibit 99.1 with this Form 8-K and is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(c)
Exhibits
Exhibit No.
Description
99.1
Press Release dated April 6, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGISTRANT | THE STANDARD REGISTER COMPANY |
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Date: April 6, 2012 | By: /s/Gerard D. Sowar |
| Gerard D. Sowar, Vice President, General Counsel and Secretary |
Standard Register®
ADVANCING YOUR REPUTATION
600 Albany St. · Dayton, OH 45417
Investor and media contact:
937.221.1000 · 937.221.1205 (fax)
Carol Merry 614.383.1624
www.standardregister.com
carol.merry@fahlgren.com
Standard Register Receives Notification of Non-Compliance from NYSE
DAYTON, Ohio (April 6, 2012) – Standard Register (NYSE: SR), a leader in the management and execution of mission-critical communications, today announced that on April 3, 2012, it was notified by the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with the NYSE’s continued listing standards. Standard Register is considered below the criteria since the Company’s average market capitalization was less than $50 million over a 30 trading-day period and, at the same time, its shareowner’s equity was less than $50 million.
Under applicable NYSE procedures, the Company has 45 days from receipt of the notice to submit a plan to the NYSE to demonstrate its ability to achieve compliance with the continued listing standards within 18 months. Standard Register intends to submit such a plan, which will likely include many of the elements of the strategic restructuring program announced on January 23, 2012, that is designed to better align the Company’s resources in support of its growing core solutions business and to reduce costs to offset the impact of declining revenue in its legacy operations.
About Standard Register
Standard Register (NYSE:SR) is trusted by the world’s leading companies to advance their reputations by aligning communications with corporate standards and priorities. Providing market-specific insights and a compelling portfolio of solutions to address the changing business landscape in healthcare, financial services, commercial and industrial markets, Standard Register is the recognized leader in the management and execution of mission-critical communications. More information is available at http://www.standardregister.com.
Safe Harbor Statement
This report includes forward-looking statements covered by the Private Securities Litigation Reform Act of 1995. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results for fiscal year 2012 and beyond could differ materially from the Company’s current expectations. Forward-looking statements are identified by words such as “anticipates,” “projects,” “expects,” “plans,” “intends,” “believes,” “estimates,” “targets,” and other similar expressions that indicate trends and future events.
Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, variation in demand and acceptance of the Company’s products and
services, the frequency, magnitude and timing of paper and other raw-material-price changes, general business and economic conditions beyond the Company’s control, timing of the completion and integration of acquisitions, the consequences of competitive factors in the marketplace including the ability to attract and retain customers, results of continuous improvement and other cost-containment strategies, and the Company’s success in attracting and retaining key personnel. The Company undertakes no obligation to revise or update forward-looking statements as a result of new information, since these statements may no longer be accurate or timely.